(a) A lawyer shall decline to represent a client or, where representation has
commenced, shall withdraw, except as stated in paragraph (c), from the representation of a
client, if:

(1) the representation will result in violation of Rule 3.08,
other applicable rules of professional conduct or other law;

(2) the lawyer's physical, mental, or psychological condition materially impairs the
lawyer's fitness to represent the client; or

(3) the lawyer is discharged, with or without good cause.

(b) Except as required by paragraph (a), a lawyer shall not withdraw from representing
a client unless:

(1) withdrawal can be accomplished without material adverse effect on the interests of
the client;

(2) the client persists in a course of action involving the lawyer's services that the
lawyer reasonably believes may be criminal or fraudulent;

(3) the client has used the lawyer's services to perpetrate a crime or fraud ;

(4) a client insists upon pursuing an objective that the lawyer considers repugnant or
imprudent or with which the lawyer has fundamental disagreement;

(5) the client fails substantially to fulfill an obligation to the lawyer regarding the
lawyer's services, including an obligation to pay the lawyer's fee as agreed, and has been
given reasonable warning that the lawyer will withdraw unless the obligation is
fulfilled;

(6) the representation will result in an unreasonable financial burden on the lawyer or
has been rendered unreasonably difficult by the client; or

(7) other good cause for withdrawal exists.

(c) When ordered to do so by a tribunal, a lawyer shall continue representation
notwithstanding good cause for terminating the representation.

(d) Upon termination of representation, a lawyer shall take steps to the extent
reasonably practicable to protect a client's interests, such as giving reasonable notice
to the client, allowing time for employment of other counsel, surrendering papers and
property to which the client is entitled and refunding any advance payments of fee that
has not been earned. The lawyer may retain papers relating to the client to the extent
permitted by other law if such retention will not prejudice the client in the subject
matter of the representation.

Comment - Rule 1.15

1. A lawyer should not accept representation in a matter unless it can be performed
competently, promptly, and without improper conflict of interest. See generally Rules 1.01, 1.06, 1.07,
1.08, and 1.09. Having accepted the
representation, a lawyer normally should endeavor to handle the matter to completion.
Nevertheless, in certain situations the lawyer must terminate the representation and in
certain other situations the lawyer is permitted to withdraw.

Mandatory Withdrawal

2. A lawyer ordinarily must decline employment if the employment will cause the lawyer
to engage in conduct that the lawyer knows is illegal or that violates the Texas
Disciplinary Rules of Professional Conduct. Rule 1.15(a)(1); cf. Rules
1.02(c), 3.01, 3.02, 3.03, 3.04, 3.08, 4.01, and 8.04. Similarly, paragraph (a)(1)
of this Rule requires a lawyer to withdraw from employment when the lawyer knows that the
employment will result in a violation of a rule of professional conduct or other law. The
lawyer is not obliged to decline or withdraw simply because the client suggests such a
course of conduct; a client may have made such a suggestion in the ill-founded hope that a
lawyer will not be constrained by a professional obligation. Cf. 1.02(c)
and (d).

3. When a lawyer has been appointed to represent a client and in certain other
instances in litigation, withdrawal ordinarily requires approval of the appointing
authority or presiding judge. See also Rule 6.01. Difficulty may
be encountered if withdrawal is based on the client's demand that the lawyer engage in
unprofessional conduct. The tribunal may wish an explanation for the withdrawal, while the
lawyer may be bound to keep confidential the facts that would constitute such an
explanation. The lawyer's statement that professional considerations require termination
of the representation ordinarily should be accepted as sufficient. See also Rule 1.06(e).

Discharge

4. A client has the power to discharge a lawyer at any time, with or without cause,
subject to liability for payment for the lawyer's services, and paragraph (a) of this Rule
requires that the discharged lawyer withdraw. Where future dispute about the withdrawal
may be anticipated, it may be advisable to prepare a written statement reciting the
circumstances.

5. Whether a client can discharge an appointed counsel depends on the applicable law. A
client seeking to do so should be given full explanation of the consequences. In some
instances the consequences may include a decision by the appointing authority or presiding
judge that appointment of successor counsel is unjustified, thus requiring the client to
represent himself.

6. If the client is mentally incompetent, the client may lack the legal capacity to
discharge the lawyer (see paragraphs 11 and 12 of Comment to Rule 1.02),
and in any event the discharge may be seriously adverse to the client's interests. The
lawyer should make special effort to help the incompetent client consider the consequences
(see paragraph 5 of Comment to Rule 1.03) and in some situations
may initiate proceedings for a conservatorship or similar protection of the client. See
Rule 1.02(e).

Optional Withdrawal

7. Paragraph (b) supplements paragraph (a) by permitting a lawyer to withdraw from
representation in some certain additional circumstances. The lawyer has the option to
withdraw if it can be accomplished without material adverse effect on the client's
interests. Withdrawal is also justified if the client persists in a course of action that
the lawyer reasonably believes is criminal or fraudulent, for a lawyer is not required to
be associated with such conduct even if the lawyer does not further it. A lawyer is not
required to discontinue the representation until the lawyer knows the conduct will be
illegal or in violation of these rules, as which point the lawyer's withdrawal is mandated
by paragraph (a)(1). Withdrawal is also permitted if the lawyer's services were misused in
the past. The lawyer also may withdraw where the client insists on pursuing a repugnant or
imprudent objective or one with which the lawyer has fundamental disagreement. A lawyer
may withdraw if the client refuses, after being duly warned, to abide by the terms of an
agreement relating to the representation, such as an agreement concerning fees or court
costs or an agreement limiting the objectives of the representation.

8. Withdrawal permitted by paragraph (b)(2) through (7) is optional with the lawyer
even though the withdrawal may have a material adverse effect upon the interests of the
client.

Assisting the Client upon Withdrawal

9. In every instance of withdrawal and even if the lawyer has been unfairly discharged
by the client, a lawyer must take all reasonable steps to mitigate the consequences to the
client. See paragraph (d). The lawyer may retain papers as security for a fee only to the
extent permitted by law.